Form: 4

Statement of changes in beneficial ownership of securities

October 20, 2015

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Marcus Ronald
   2. Issuer Name and Ticker or Trading Symbol
Cerecor Inc. [CERC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Medical Officer
(Last)
(First)
(Middle)
400 E. PRATT STREET, SUITE 606		 3. Date of Earliest Transaction (Month/Day/Year)
10/20/2015
(Street)

BALTIMORE, MD 21202		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/20/2015   J   5,383 A (1) 5,383 D  
Common Stock 10/20/2015   P   16,924 A (2) 22,307 D  
Common Stock 10/20/2015   P   13,693 A (3) 36,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 6.49 10/20/2015   A   15,000     (4) 10/19/2024 Common Stock 15,000 $ 0 15,000 D  
Class A Warrant (Right to Buy) $ 4.55 10/20/2015   J   5,383     (1) 10/20/2018 Common Stock 5,383 (1) 5,383 D  
Class B Warrant (Right to Buy) $ 3.9 10/20/2015   J   5,383     (1) 04/20/2017 Common Stock 2,691.50 (1) 5,383 D  
Class A Warrant (Right to Buy) $ 4.55 10/20/2015   P   16,924     (2) 10/20/2018 Common Stock 16,924 (2) 22,307 D  
Class B Warrant (Right to Buy) $ 3.9 10/20/2015   P   16,924     (2) 04/20/2017 Common Stock 8,462 (2) 22,307 D  
Class A Warrant (Right to Buy) $ 4.55 10/20/2015   P   13,693     (3) 10/20/2018 Common Stock 13,693 (3) 36,000 D  
Class B Warrant (Right to Buy) $ 3.9 10/20/2015   P   13,693     (3) 04/20/2017 Common Stock 6,846.50 (3) 36,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Marcus Ronald
400 E. PRATT STREET, SUITE 606
BALTIMORE, MD 21202		       Chief Medical Officer  

Signatures

 /s/ Mariam E. Morris by Power of Attorney previously filed   10/20/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reported securities are included within 5,383 units issued upon the closing of the Issuer's initial public offering at the initial public offering price of $6.50 per unit. Each unit consists of one share of Common Stock, one Class A Warrant to purchase one share of Common Stock and one Class B Warrant to purchase one-half share of Common Stock. The components of the units will begin to trade separately on the first trading day following the 60th day after the closing of the issuer's initial public offering, unless the Issuer's underwriters determine that an earlier date is acceptable.
(2) The reported securities are included within 16,924 units purchased by the reporting person for $6.40 per unit. Each unit consists of one share of Common Stock, one Class A Warrant to purchase one share of Common Stock and one Class B Warrant to purchase one-half share of Common Stock. The components of the units will begin to trade separately on the first trading day following the 60th day after the closing of the issuer's initial public offering, unless the Issuer's underwriters determine that an earlier date is acceptable.
(3) The reported securities are included within 13,693 units purchased by the reporting person for $6.3943 per unit. Each unit consists of one share of Common Stock, one Class A Warrant to purchase one share of Common Stock and one Class B Warrant to purchase one-half share of Common Stock. The components of the units will begin to trade separately on the first trading day following the 60th day after the closing of the issuer's initial public offering, unless the Issuer's underwriters determine that an earlier date is acceptable
(4) The Stock Option vests in four equal installments on October 20, 2016, 2017, 2018 and 2019.

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